UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Amendment No. 1

FORM 10-Q/A

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023 

 

OR

 

☐

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________

 

Commission File Number: 001-41750

 

BIONEXUS GENE LAB CORP.

(Exact name of registrant as specified in its charter)

 

Wyoming

 

35-2604830

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

Unit 02, Level 10 Tower B, Avenue 3, The Vertical

Business Suite II Bangsar South No. 8 Jalan Kerinchi

Kuala Lumpur, Malaysia

 

59200

(Address of Principal Executive Offices)

 

(Zip Code)

 

+1307 241-6898

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, no par value

 

BGLC

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer, “ “ accelerated filer, “ “non-accelerated filer ,” “ smaller reporting company, “ and “ emerging growth company “ in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

 

 

Emerging growth company

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of August 14, 2023, there were 17,698,549 shares of common stock, no par value per share, issued and outstanding. 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of BioNexus Gene Lab Corp. (the “Company”) for the fiscal quarter ended June 30, 2023 (the “Original Filing”). This Amendment is being filed solely to amend and restate in its entirety Part 1., Item 4 Controls and Procedures of the Original Filing.

 

This filing is in response to a Comment Letter from the Staff of the Securities and Exchange Commission.

 

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of June 30, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures. The Company’s disclosure controls and procedures were not effective due to the fact in Part I., Item 4 Controls and Procedures in the Original Filing, the Company stated that the controls and procedures were “capable,” which terminology is not in compliance with Item 307 of Regulation S-K.

 

Changes in Internal Controls over Financial Reporting

 

During the period ended June 30, 2023, there had been no change in internal control over financial reporting that had materially affected or was reasonably likely to materially affect our internal control over financial reporting.

 

 
2

 

 

Item 6. Exhibits.

 

Exhibit

 

Description

 

 

 

31.1

 

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 
3

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

BIONEXUS GENE LAB CORPORATION

 

 

 

/s/ Su-Leng Tan Lee

 

Su-Leng Tan Lee

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

/s/ Su-Leng Tan Lee

 

Su-Leng Tan Lee

 

Acting Chief Financial Officer

(Acting Principal Financial and Accounting Officer)

 

 May 31, 2024

 

 
4

 

 

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Cover - shares
 6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Entity Registrant Name BIONEXUS GENE LAB CORP.  
Entity Central Index Key 0001737523  
Document Type 10-Q/A  
Amendment Flag true  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   17,698,549
Entity File Number 001-41750  
Entity Incorporation State Country Code WY  
Entity Tax Identification Number 35-2604830  
Entity Address Address Line 1 Unit 02, Level 10 Tower B, Avenue 3, The Vertical  
Entity Address Address Line 2 Business Suite II Bangsar South  
Entity Address Address Line 3 No. 8 Jalan Kerinchi  
Entity Address City Or Town Kuala Lumpur  
Entity Address Postal Zip Code 59200  
City Area Code 307  
Local Phone Number 241-6898  
Security 12b Title Common stock, no par value  
Trading Symbol BGLC  
Security Exchange Name NASDAQ  
Document Quarterly Report true  
Entity Interactive Data Current Yes  
Document Transition Report false  
Entity Address Country MY  
Amendment Description This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of BioNexus Gene Lab Corp. (the “Company”) for the fiscal quarter ended June 30, 2023 (the “Original Filing”). This Amendment is being filed solely to amend and restate in its entirety Part 1., Item 4 Controls and Procedures of the Original Filing.  
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